S-8

As filed with the Securities and Exchange Commission on May 7, 2026

 

Registration No. 333‑

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Corsair Gaming, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

82-2335306

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification Number)

 

 

 

115 N. McCarthy Boulevard

 

Milpitas, California

95035

 (Address of registrant’s principal executive offices)

(Zip Code)

 

 

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

 

Thi L. La

Chief Executive Officer

Corsair Gaming, Inc.

115 N. McCarthy Boulevard

Milpitas, California 95035

(Name and address of agent for service)

(510) 657-8747

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Phillip S. Stoup, Esq.

Shira Oyserman, Esq.
Freshfields US LLP
One Bush Street, 17
th Floor
San Francisco, California 94104
 (415) 400-2200

Gordon Mattingly
Chief Financial Officer
115 N. McCarthy Boulevard

Milpitas, California 95035

(510) 657-8747

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by Corsair Gaming, Inc. (the “Registrant”) for the purpose of registering an additional 5,331,942 shares of the Registrant’s common stock issuable under the following employee benefit plans for which


Registration Statements of the Registrant on Form S-8 (File Nos. 333-289368, 333-279188, 333-271812, 333-264772, 333-254142, and 333-249065, collectively, the “Previous Form S-8s”) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 4,265,554 shares of common stock and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,066,388 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

Pursuant to Instruction E of Form S-8, the contents of the Previous Form S-8s previously filed with the Securities and Exchange Commission are incorporated by reference herein.


EXHIBIT INDEX

 

 

 

 

Incorporated by Reference

 

 

Exhibit
Number

Description

Form

Exhibit

Date Filed

Filed

Herewith

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Second Amended and Restated Certificate of Incorporation.

 

8‑K

 

3.1

 

09/25/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

4.2

 

Amended and Restated Bylaws.

 

8‑K

 

3.2

 

09/25/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

4.3

 

Form of Common Stock Certificate of the Registrant.

 

S‑1/A

 

4.2

 

09/18/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

5.1

 

Opinion of Freshfields US LLP.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

5.1

 

Consent of Freshfields US LLP (included in Exhibit 5.1).

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (included in the signature page to this registration statement).

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

99.1(a)#

 

2020 Incentive Award Plan.

 

S‑1/A

 

10.3

 

09/14/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

99.1(b)#

 

Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan.

 

S‑1/A

 

10.3(a)

 

09/14/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

99.1(c)#

 

Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan.

 

S‑1/A

 

10.3(b)

 

09/14/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

99.1(d)#

 

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan.

 

S‑1/A

 

10.3(c)

 

09/14/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

99.2#

 

2020 Employee Stock Purchase Plan.

 

S‑1/A

 

10.4

 

09/14/2020

 

 

 

 

 

 

 

 

 

 

 

 

 

107.1

 

Filing Fee Table.

 

 

 

 

 

 

 

X

 

# Indicates management contract or compensatory plan.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on May 7, 2026.

 

 

 

CORSAIR GAMING, INC.

 

 

 

 

 

 

By:

/s/ Thi L. La

 

 

 

Thi L. La

 

 

 

Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Thi L. La and Gordon Mattingly, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

Title

Date

/s/ Thi L. La

Chief Executive Officer and Director

May 7, 2026

Thi L. La

(Principal Executive Officer)

 

 

 

 

 

/s/ Gordon Mattingly

Chief Financial Officer

May 7, 2026

Gordon Mattingly

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ Anup Bagaria

Director

May 7, 2026

Anup Bagaria

 

 

/s/ Diana Bell

Director

May 7, 2026

Diana Bell

 

 

 

 

/s/ Jason Cahilly

Director

May 7, 2026

Jason Cahilly

 

 

 

 

/s/ George L. Majoros, Jr.

Director

May 7, 2026

George L. Majoros, Jr.

 

 

 

 

/s/ Sarah M. Kim

Director

May 7, 2026

Sarah M. Kim

 

 

 

 

/s/ Stuart A. Martin

Director

May 7, 2026

Stuart A. Martin

 

 

 

 

 

 

/s/ Samuel R. Szteinbaum

 

Director

 

May 7, 2026

Samuel R. Szteinbaum

 

 

 

 

 

 

 

 

 

/s/ Randall J. Weisenburger

 

Director

 

May 7, 2026

Randall J. Weisenburger

 

 

 

 

 


EX-5.1

https://cdn.kscope.io/9de5156d4606bcb5fbfdf54b152d6180-img197664008_0.gif Exhibit 5.1

 

 

San Francisco

One Bush Street, 17th Floor

San Francisco, CA 94104
T +1 (650) 618-9250

 

freshfields.us

 

May 7, 2026

 

Corsair Gaming, Inc.

115 N. McCarthy Boulevard

Milpitas, California 95035

 

Ladies and Gentlemen:

Corsair Gaming, Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 5,331,942 shares of Common Stock of the Company, par value $0.0001 per share (the “Securities”), that may be issued under the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP,” and together with the 2020 Plan, the “Plans”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, as of the date hereof, the Securities have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the Plans, the Securities will be validly issued, fully paid and non-assessable.

We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.

 


https://cdn.kscope.io/9de5156d4606bcb5fbfdf54b152d6180-img197664008_0.gif Exhibit 5.1

 

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,

 

/s/ Freshfields US LLP

 

 


EX-23.2

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

We consent to the use of our reports dated February 24, 2026, with respect to the consolidated financial statements of Corsair Gaming, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

 

/s/ KPMG LLP

 

San Francisco, California
May 07, 2026

 


EX-FILING FEES
0001743759N/AEX-FILING FEESfalsefalse000174375922026-05-072026-05-07000174375912026-05-072026-05-0700017437592026-05-072026-05-0700017437592025-08-072025-08-07xbrli:purexbrli:sharesiso4217:USD

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Corsair Gaming, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

 

Security Type

Security Class Title

Fee Calculation Rule

Amount

to be

Registered(1)

Proposed

Maximum

Offering Price

Per Unit

Maximum

Aggregate

Offering Price

Fee Rate

Amount of

Registration Fee

Equity

Common stock, $0.0001 par value per share

Rule 457(c) and Rule 457(h)

4,265,554(2)

$6.76(3)

$28,835,145.04

$0.0001381

$3,982.14

Equity

Common stock, $0.0001 par value per share

Rule 457(c) and Rule 457(h)

1,066,388(4)

$5.75(5)

$6,131,731.00

$0.0001381

$846.80

Total Offering Amounts

 

$34,966,876.04

 

$4,828.94

Total Fee Offsets(6)

 

 

 

$

Net Fee Due

 

 

 

$4,828.94

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2) Represents the additional shares of common stock available for future issuance under the Registrant’s 2020 Plan resulting from an annual increase as of January 1, 2026.

(3) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the 2020 Plan is the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2026, which was $6.76.

(4) Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2026.

(5) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant under the ESPP is $5.75, which represents the average of the high and low prices for the registrant’s common stock as reported on the Nasdaq Global Select Market on April 30, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchase under the ESPP.

(6) The Registrant does not have any fee offsets.